In 2017, there was the highest number of new independent directors elected to S&P 500 boards since 2004, a 15% increase from 2016. For the first time, more than half of the 397 new directors of S&P 500 companies were women and/or minorities. Female representation among new directors reached 36%, the highest in 20 years. Boards are casting a wider net for director candidates as fewer CEOs take on outside board roles, and 45% of new directors are serving on their first outside board. Board leadership is also evolving, with 51% of boards now having separate chair and CEO positions.

1. SSBI 2017 Highlights
November 2017

2. 2PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
The number of new
independent directors elected
to S&P 500 boards during 2017.
» The most since 2004
» An increase of 15% from 2016

3. 3PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
For the first time
in the history of
this survey, more
than half of the
397 new S&P 500
directors are
women and/or
minorities*
Female representation among new directors rose to 36% in
2017, a 20-year high since we began tracking this data
Women directors on
S&P 500 boards
22%
Female New Directors
36%
32% 31% 30%
24%
2017 2016 2015 2014 2013
*Minorities are defined as African-American, Hispanic/Latino or Asian. Individuals of Indian
descent have been counted as Asian, which is consistent with U.S. Census Bureau methodology

4. 4PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Boards are casting
a wider and
deeper net to
identify director
candidates as fewer
active CEOs
take on outside
board roles:
45% incoming directors are serving on
their first outside corporate board,
compared to 32% in 2016
37%
42%
Female
13%
Diverse Male
S&P 500 CEOs serve on one or more outside boards,
down from 52% 10 years ago

5. 5PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
In terms
of female
representation
in the boardroom,
Spencer Stuart’s
research
also found:
80%
S&P 500 boards
include two or more
female directors
41%
S&P 500 boards
have three or more
female directors
2% of companies have
a woman serving
as independent
chairman
10% of companies
have a female
lead or presiding
director
15%
11%
20%
20%
17%
22%
Audit
Committee
Compensation
Committee
Nominating
Committee
Women in committee chair roles
2017 2016

6. 6PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
» For the first time, more than half (51%) of boards have a separate
chair and CEO
» 28% of S&P 500 boards have an independent chairBoard leadership
continues to
evolve
27%13%
2007 2016
28%
2017
Boards with independent chairs 2007-2017

7. 7PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Director
skills and
qualifications
are changing
Banking | Finance | Investment | Accounting
29% of new directors are active or
retired executives with credentials in
13%
New directors have investing and
investment management backgrounds
47%
2007 2017
36%
Down from 10 years ago, only 36% of new directors are
active or retired CEOs, chairs, presidents, and COOs

8. 8PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Mandatory
retirement
policies remain a
prevalent
mechanism to
promote turnover
24
S&P 500 boards have
term limits for
directors
ONLY
73+
For the first time, a
majority of boards
with mandatory
retirement policies
set the age at
S&P 500 boards with
retirement age set it
at 75 or higher
42%
73%
S&P 500 boards
report having a
mandatory retirement
age for directors,
unchanged over the past
five years

9. 9PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
85% S&P 500 board members are
independent directors, the highest
percentage since we began tracking this
data in 1998
60% CEOs are now the only employee
director on 60% of boards, up from 43%
in 2007
The average age of S&P 500
independent directors, two years older
than a decade ago
63.1years old
$288,909 Average total compensation for non-
employee directors of S&P 500
companies rose 1.3%. Median annual
retainer remained flat at $100,000
Boards have
changed in other
ways over the
past 10 years

10. 10PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED